8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 27, 2003

                             BROOKLINE BANCORP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                      0-23695                   04-3402944
- ----------------------------     ---------------------       -------------------
(State or other jurisdiction     (Commission File No.)        (I.R.S. Employer
    of incorporation)                                        Identification No.)


  160 Washington Street, Brookline, MA                          02447-0469
- ----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)



    Registrant's telephone number, including area code      (617) 730-3500



                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




Item 5. Other Events and Regulation FD Disclosure

     The following information is furnished pursuant to this Item 5.

     On August 27, 2003, Brookline Bancorp, Inc. (the "Company") announced that
its stockholders voted approval of a stock option plan and a recognition and
retention plan. A copy of the press release dated August 27, 2003 is attached as
Exhibit 99.1 to this report.

Item 7. Financial Statements and Exhibits

(a)  Not Applicable

(b)  Not Applicable

(c)  Exhibits


     Exhibit No.                 Description
     -----------                 -----------
        99.1                     Press release dated August 27, 2003




                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                     BROOKLINE BANCORP, INC.


Date:  August 27, 2003               By: /s/_Paul_R._Bechet_____________________
                                         Paul R. Bechet, Chief Financial Officer

EX-99

                                                                    Exhibit 99.1

     Aug. 27, 2003--BROOKLINE, Mass.--The stockholders of Brookline Bancorp,
Inc. voted approval of the Brookline Bancorp, Inc. 2003 Stock Option Plan (the
"2003 Stock Option Plan") and the Brookline Bancorp, Inc. 2003 Recognition and
Retention Plan (the "2003 Recognition Plan").
     Pursuant to the 2003 Stock Option Plan, options to acquire up to 2,500,000
shares of common stock of Brookline Bancorp, Inc. (or 4.3% of the Company's
shares outstanding) may be granted to the employees and directors of the Company
and Brookline Bank, its banking subsidiary. The awards may be in the form of
stock options, reload options, limited stock appreciation rights and/or dividend
equivalent rights. The term of stock options will not exceed ten years from the
date of grant. The exercise price of the stock options will be at least equal to
the fair market value of the common stock of Brookline Bancorp, Inc. at the time
of the grant. Shares issued upon the exercise of a stock option may be
authorized but unissued shares, treasury shares or shares acquired by the
Company in open market purchases. No stock option awards have been granted to
date under the 2003 Stock Option Plan.
     Pursuant to the 2003 Recognition Plan, up to 1,250,000 shares of common
stock of Brookline Bancorp, Inc. (or 2.2% of the Company's shares outstanding)
may be awarded to the employees and directors of the Company and Brookline Bank.
Shares for awards may be from authorized but unissued shares, treasury shares or
may be acquired by the Company in open market purchases. No stock awards have
been granted to date under the 2003 Recognition Plan.
     Brookline Bancorp, Inc. is a Delaware holding company whose principal
subsidiary is Brookline Bank, a federally chartered financial institution. At
June 30, 2003, the Company had total assets of $1.4 billion, total stockholders'
equity of $615 million and 57,618,505 shares of common stock outstanding.